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Guidelines for the Nomination Committee

Background

Annual General Meeting on May 19, 2022 resolved to establish a Nomination Committee and for it to follow these guidelines to be applied until amended by the General Meeting.

Principles for Appointing the Members of the Nomination Committee

The general meeting authorizes the chairperson of the board to each year contact the three largest shareholders in terms of voting power according to Euroclear Sweden AB’s transcription of the share register as of 30 September, each of them appointing a member of the Nomination Committee. If any of the three largest shareholders does not wish to appoint a member of the Nomination Committee the fourth largest shareholders should be asked and so forth, until the Nomination Committee consists of three members. The composition of the Nomination Committee shall be announced on the Company’s website no later than six months prior to the next Annual General Meeting.

The term of office of the appointed Nomination Committee shall run until a new Nomination Committee has been appointed. If a member leaves the Nomination Committee before its work is completed and the Nomination Committee finds that there is a need for replacing this member, the Nomination Committee shall appoint a new member in accordance with the principles described above but based on Euroclear Sweden AB’s transcription of the share register as soon as possible after the member left the Nomination Committee. Any change in the composition of the Nomination Committee shall be announced immediately.

The Assignment of the Nomination Committee

The Nomination Committee shall prepare and present proposals regarding the following
items for the Annual General Meeting:

  • Election of chairperson of the meeting,
  • Resolution on the number of board members and auditors,
  • Resolution on the fees and other remuneration to the Board of Directors and, if
    applicable, its committees, divided between the chairperson and other members,
  • Resolution on the fees to the auditors,
  • Election of board members and chairperson of the board,
  • Election of auditors, and
  • As applicable, proposal for principles for the composition and instructions regarding
    work of the Nomination Committee in preparation for the Annual General Meeting.

The Nomination Committee shall perform the tasks assigned to the Nomination Committee in accordance with the Swedish Corporate Governance Code (the “Code”) and duly consider the Code while performing its assignment.

The Work of the Nomination Committee

The Nomination Committee appoints the chairperson of the committee. The chairperson of the board or another board member shall not be the chairperson of the Nomination Committee.

The Nomination Committee shall meet as often as is necessary for the Nomination Committee to fulfill its duties, but at least once per year. Notices convening meetings are issued by the chairperson of the Nomination Committee. If a member requests that the Nomination Committee be convened, the request shall be complied with. The chairperson of the board may participate at the Nomination Committee’s meetings.


The Nomination Committee is quorate if at least two members are present. Resolutions of the Nomination Committee shall be adopted by a simple majority of the members present or, in the event of a tied vote, the chairperson shall have the casting vote.

Minutes shall be kept at the Nomination Committee’s meetings.

Remuneration

No remuneration shall be paid to the members of the Nomination Committee. However, any necessary and reasonable expenses incurred in connection with the Nomination Committee’s work shall be borne by the Company.